Ghost Town
by Shalla Bal
Summary: May is off exploring a new chance at love with her ex, Andrew. But when Coulson shows up at her door, her vacation is rudely interrupted, as is any illusion she tries to maintain that she has no romantic feelings for Phil. Despite their complicated situation and emotional defenses, can May and Coulson find a way to be honest with each other? Philinda!
1. Chapter 1

**Prologue**

Melinda May glanced furtively at her laptop, clicking her way through case files and trying not to let on to her ex-husband Andrew that she was doing anything other than looking up a trendy new restaurant they might want to try out that night. But she knew he knew her too well to doubt what she was up to, as she acknowledged with a rueful smile when Andrew approached and clicked down the lid of the computer with a warm, understanding expression.

"I thought we said this was a real vacation for you," Andrew reminded May, taking her hands and reminding her why his sweet personality had made her fall for him years ago. "That means no checking in with work. Yet, that's practically all you've done since we got here."

Didn't May know it. But to her monumental disappointment, all of her built up angst and bitterness against SHIELD - and its director, come to think of it (and she tried not to) - had done nothing to detract from the deep-seated need she had to know what was going on with the team, with the missions, with… _him_. _Dammit_ , May frowned, resenting her own predictability.

She put on a brave face. "You're right. I'm sorry," she said to Andrew, gripping his hands in return. "I promise that I won't work at all for the rest of this trip." The "trip" merely entailed a stay at Andrew's house, but given that this was their first real chance to possibly rekindle their flame, it was an important journey. And even more significantly for her, it was the first time May had even _tried_ to disconnect from SHIELD long enough to make herself happy since Bahrain.

"Mmmhmm," Andrew said doubtfully, raising an eyebrow. "How about a couples' massage today, and then we can try that new Greek place Gina's always going on about?"

Gina. One of Andrew's many friends. Gina and her husband Richard used to be constants in their lives back when double dates were on tap, before May and Andrew's marriage fell apart and May threw herself into voluntary isolation. She tried to remember what it was like to have friends outside of work and found the concept had become completely foreign. But it was time to get back out there, let loose, and have fun. At least, that was the theory.

"Sounds perfect," May chirped, hardly recognizing the somewhat forced, chipper tone in her own voice. As Andrew tipped his face down to hers for a kiss, the doorbell rang, prompting them to groan and pull apart reluctantly. "Who could that be at this hour?" May wondered, glancing at the clock to reaffirm it was only 8am. She padded to the door in her silk nightgown, matching robe, and slippers, and pulled it open to receive a rude awakening.

"Good morning," Phil Coulson greeted her, whipping off his sunglasses in that annoyingly debonair manner of his. His sparkling eyes flitted up and down her figure as he added, "Nice robe."

"What are you doing here?" May demanded, crossing her arms as if preparing for the inevitable confrontation, or trying to stifle the pounding of her heart at the sight of Coulson.

Phil held up a SHIELD file folder and tapped it blithely against the open door. "We need you back, Melinda. Now."

 **Chapter One**

"You've got to be kidding me," May complained, stepping back to allow Coulson entry, and he strode in like he owned the place, making her emotions and impatience chafe. "You know that this is the first time I've taken leave in years."

"Many years, and I appreciate that, May," Coulson acknowledged. "But you're my second in command, and there are going to be times when I'll need you despite the inconvenient timing."

"You didn't need me when you were developing Theta protocol. Or conducting covert recruitments," May reminded him tersely.

"This again?" Coulson asked warily. "I've tried to apologize for that, but you won't hear me out."

"Damn right," May retorted, "Because if you really cared about preserving my trust, you would have included me in your decisions. If my position as your second in command actually _meant_ something, I would have been in the loop."

"That's not fair," Coulson pointed out, his expression darkening. May triumphed silently. Making this man lose his cool even in the slightest was no easy task. "I forgave you completely after you lied to me by reporting to Fury about my behavior using a secret phone line on my—"

"Oh, please," May laughed humorlessly, "That was completely different! I did those things because I _cared_ about you, because I was concerned for your welfare. Your motivations were all about excluding me because you clearly don't trust me the way you claim to. That makes you a liar on so many levels —"

Now it was Coulson's turn to interrupt. He actually got so mad that he slammed the folder down on the side table in the living room where they were standing. "I'm Director of SHIELD, and there are some secrets that are above your clearance! That has nothing to do with—"

His hesitation spoke volumes. May smugly prompted, "Nothing to do with _what_ , Phil?"

Somehow, as their argument had progressed, the two of them had crossed the room until the space between them was almost completely closed. As they stood dangerously near to one another, Coulson said bluntly, "Nothing to do with how I feel about you." Their smoldering gazes locked, but then they heard Andrew clearing his throat nearby.

"And how is that exactly, Phil?" Andrew wondered aloud, looking curious and prideful, like he was trying to conceal feelings that had been hurt for a while now. "I've always wanted to ask."

Coulson managed to shake off the awkwardness of the moment a lot faster than May, who stood frozen and overwhelmed on the spot. Just knowing that the slightest hint of affection from Coulson was enough to make her drop everything and freak out like this enraged May, who was unaccustomed to admitting any weakness within herself. _Well, I guess everybody has one_ , she reasoned, trying to calm down and deal with the situation. She kept her poker face up.

"I _feel_ that Melinda is the most talented agent I've ever had the privilege to work with," Coulson explained to Andrew. "And I feel that I can't pull off _this_ mission—" he paused to retrieve his folder and wave it as evidence — "without her."

"Really?" Andrew questioned, "You have so many agents, and you can't go a week without Melinda?"

"Really," Coulson confirmed with a certainty that made May's pulse race. "Come on, May, this is a short one, and for you, if no one else, it'll be easy. I can have you back by dinner."

"That sounds reasonable," Andrew remarked, seeming to drop his insecurities and relax, since Coulson seemed to him to be all business. If only he knew how thoroughly those lines were blurred every time May's and Coulson's eyes met.

May weighed her options, and knew the temptation was too strong to resist, but she still had the opportunity to assert her pride and keep the upper hand. "Fine," she assented tartly. "What's the mission?"


	2. Chapter 2

**Chapter Two**

"It's come to my attention that Ward's been trying to rebuild some new form of HYDRA by recruiting the now fractious remnants of the organization," Coulson explained to May, flicking his finger over the console to display a series of mug shots across the computer screen in his office. May crossed her arms and considered the array of dangerous criminals.

"I suppose we knew he'd be up to something else sooner rather than later," May noted, her words laced with thorough hatred of Grant Ward.

"Like the world's worst bad penny," Coulson agreed. "I've been tracking down each Hydra agent and asset, trying to get to them before Ward can recruit them, but he's cutting me off at most passes."

"How's that?" May inquired, arching her eyebrows and smirking.

"Despite my highly effective tactics," Coulson explained firmly, with a half smile in acknowledgement of her slight mockery, "These individuals are far more inclined to speak with Ward about a new purpose in line with their previous one, rather than being taken into custody by SHIELD."

"Who's the latest mark?" May asked, eying the largest image on screen, that of a hulking bald man with a sociopathic expression only a mother could love.

"This is Marcus Rigby," Coulson said, "His specialty is security - of the most brutal and merciless brand, and using multiple forms of highly suspect and volatile scientific methods that HYDRA has been experimenting with of late. I know you'll appreciate that Rigby is the last man in the world we'd want on Ward's side."

"Agreed," May remarked. "What do I need to do?"

"You need to go in and get him," Coulson elaborated, "In his world, on his terms, without him knowing you're SHIELD until it's too late. You're going into an…uncomfortable situation, one a lot of agents would be intimidated by. That's why I knew you were the only one who could pull this off."

"Uncomfortable situation?" May repeated archly, "I'm an expert at navigating those." She didn't have to add _Thanks to you._ He got the point and flinched slightly.

It was one of those creepy-kinky sex parties, but you had to get up pretty early in the morning to faze Melinda May with any variation of creepy. She was more irritated by the soft pink color of her get-up than any other aspect of the situation.

May wove her way through a series of scantily clad couples in various stages of intimate encounters as she kept an eye out for Rigby. She spotted him across the room of the lavish mansion, holding court with a couple of cheese-ball females trying and failing to fake interest in the wealthy thug. She could do better than that. Faking interest was not a problem. She wondered, then, why disguising her romantic interest in Coulson was so consistently impossible, even when she tried to be at her most guarded. May shook off that line of thinking to concentrate on the mission, reminding herself again that Andrew was waiting for her…at home. But _was_ it her home?

May fluttered her eyelashes and pouted seductively as she approached Rigby. "That's what I get for showing up late to the party," she sighed. "I was hoping to have you all to myself."

Rigby looked up from his half-interested companions and gave May the once-over, his expression shifting from sleepy nonchalance to strong intrigue.

"That can be arranged," Rigby replied, grinning toothily.

As Rigby followed May to one of the private rooms, she patted the small device in her ear subtly. This would alert Coulson that she'd successfully isolated the target. As soon as the door was closed, May kneed Rigby hard in the stomach, and as he leaped back up to defend himself, she rendered him unconscious with several rapid strikes.

Coulson came bursting in with several agents in tow, and as Rigby was dragged off to a deep, dark cell somewhere, May shook her wrist out, relaxing her fingers.

"Good work," Coulson congratulated her, trying and failing to conceal a double-take at her attire.

May glanced down at the frilly negligee and rolled her eyes. She didn't get embarrassed easily, but God, she hated the color and all those ruffles.

"I know," she admitted drily, "I look ridiculous."

"That is so _not_ the adjective I was going to use," Coulson replied softly as he turned to leave.

The confusion of emotions he left in his wake made for May's first genuinely uncomfortable moment of the evening.

"Told you you'd be back by dinner," Coulson bragged as he walked May to Andrew's front door. She'd changed back into her jeans and t-shirt but hadn't shed the jumble of unwanted and impossible desires that plagued her. She couldn't wait to get away from Coulson.

"Phil!" Andrew said pleasantly as he opened the door, "So glad you're here." He couldn't be for real, May pondered. "You should join us for dinner," he added, a glimmer of ulterior motive in his eyes. May frowned. Andrew just wanted to watch her and Coulson interacting to see if there was something there to impede his own romance with May. It was a sneaky therapist's trick to disguise analysis and investigation with such a smooth veneer of social nicety. Coulson would obviously see Andrew's true motives and extricate himself from any such hellish dinner.

"I'd love to," Coulson agreed, returning Andrew's smile as if an unspoken challenge had been issued and accepted. This wasn't like Phil, May thought, perplexed. Since when did he let himself get enmeshed in anything that might be emotionally complicated? Despite Coulson's sweet personality and caring behavior, the walls he'd built around himself, the ones separating him from May, were just as formidable as her own defenses.

"I'm sure Phil has other commitments tonight," May said through her teeth, longing to escape into an evening of one-on-one time with the blissfully uncomplicated and available Andrew. It was not to be.

"No, actually, I'm totally free," Coulson announced merrily. "I'll meet you guys back here at 9?"

"Perfect," Andrew agreed as May smoldered with silent frustration.

The dinner was every bit the absurd charade May had anticipated, mainly because she and Coulson were avoiding each other as much as two people sitting at the same table possibly could. She knew why she was feigning disinterest, but why was he? She assumed his entire goal was to get back into her good graces and earn her trust back after his deception regarding Theta protocol and the rest. When he averted his eyes from hers after she finally got the nerve to examine his expression, May was plunged back into her icy sea of confusion.

"You two are awfully quiet," Andrew noted, finishing his last bite of steak and setting his fork down. He patted each side of his mouth with his cloth napkin and took a sip of red wine, completely at ease. She didn't know which one of the men she found more obnoxious at the moment, but May was very close to simply getting up and walking away. But where would she go? Was she willing to admit defeat in her attempt to rekindle things with Andrew? Was she ready to go back to SHIELD and resume her shaky professional relationship with Coulson as if nothing more was brewing under the surface?

"It's been a long night," May replied tersely, sipping her own wine and resisting the urge to slug it as Coulson finally let his gaze land on her, fully equipped with some question he wasn't putting into words.

Andrew stood and reached for May's hand. "I bet a dance is just the thing to help you blow off a little steam," he suggested as the band struck up a classy, jazzy slow number.

She hoped that maybe a dance with Andrew would help her get away from her issues with Coulson, at least for a few minutes, and maybe make Phil regret invading her vacation so rudely. May let Andrew lead her to the dance floor and laid her head on his shoulder as they moved to and fro. However, after a minute or so, there was a tap on Andrew's arm as Coulson smoothly asked, "May I cut in?"

Of course, Andrew had little choice but to step aside as Coulson placed on hand at May's hip and with his other, took her own hand. Phil was a hell of a dancer, just one more thing that pissed May off. Plus, he looked so handsome in his simple black suit, his white shirt tie-less and open at the collar. Everything that was effortless and casual about him was so irritatingly sexy.

"Why are you here, Phil?" May inquired as soon as they were alone.

His grip on her lilac evening gown tightened slightly as he considered the question. "Isn't this what you wanted? To involve me in all of this somehow?"

"What are you talking about?" she demanded, "I came here to be with Andrew, and frankly, to get as far away from _you_ as I could."

"Sure," Phil conceded sarcastically, "That's why you and Andrew went into _my_ office and drank all my scotch while that night. May, you _wanted_ me to know. You wanted me to be in no doubt that you and Andrew were back on. Now, why is it that you wanted to rub my nose in that so aggressively?"

"Maybe I just wanted you to know there's more going on in my life than some misled devotion to you," May answered bluntly.

"That's part of it, I'm sure," he allowed. "But are you trying to provoke _another_ kind of reaction out of me as well?"

"Like what?" she asked, staring into his sea-glass green eyes as the song came to an end, but their bodies remained entwined.

"Like jealousy? Because, in case you haven't noticed, it's working." He dropped her hand and left the dancefloor, leaving May slack-jawed. Back at the table, Andrew looked grim, as if all of his suspicions had been confirmed by watching Coulson and May dance.

May rolled her eyes and crossed her arms, alone in the middle of the dancefloor. Some vacation this was turning out to be!


	3. Chapter 3

**Chapter Three**

After a quiet ride back to his place, May stood alone with Andrew in his kitchen, unsure of what she should say or do. Their relationship, which had once seemed like a soothingly warm and welcoming jacuzzi she could just sink back into, now felt discouragingly cold. Coulson's words at the restaurant had given May a jolt she hadn't expected, and they bore suggestions with which she still had to grapple. Where did that leave her and Andrew? She had no idea. What a mess.

"Do we need to talk about-" Andrew began, not looking angry, but rather disappointed and almost resigned.

"I guess we should," May put in, sighing as she slid onto a chair at the island and placed her purse in front of her. Andrew pulled up a seat beside her and waited for her to continue. But instead of finally unfurling the story of her heart's epic confusion, May didn't have a chance to utter another syllable.

A loud crash resounded as several masked assailants brutally launched themselves into the room, making a beeline for Andrew. May started and flew into action, moving to protect Andrew by fighting two of the intruders simultaneously. She held her own, and soon the men lay unconscious on the floor, but she'd been unable to prevent the third thug from dragging Andrew away. "Dammit!" she shouted, running outside, where a black SUV was driving off.

She didn't even have her gun on her to shoot out the tires. Even though she'd brought it with her on her trip out of instinct, she'd left it at home when they'd gone out to eat, and it was still sitting in her suitcase upstairs.

May was so frustrated, she didn't even know how to begin processing her irritation and panic. She'd let herself get distracted in more ways than one, and it showed. How could she - how could Coulson, for that matter - let Andrew back into the world of SHIELD even tangentially? He wasn't equipped to deal with the perils that came with being in the life of a high level operative. Her current status in the post-HYDRA-takeover SHIELD placed anyone around her in far more danger than had been the case when she'd been married to Andrew years ago. Plus, between trying to prove an entirely moot point to Coulson about her independence, and attempting to convince both herself and Andrew that she was truly here to relax, May had left herself unarmed at a critical moment.

"Melinda?" Phil answered his phone sounding uncharacteristically vulnerable. "I just want to say-"

"There's no time for that now," May cut him off. "Andrew's been taken."

Once May arrived back at SHIELD headquarters, she also had a video to share with the team, one that had been sent to her shortly after Andrew's abduction. When Grant Ward's face showed up on the screen, Fitz flinched, Simmons gasped, Mack scowled, and Hunter murmured, "bloody hell." Only Coulson, May, and Skye remained stoic, having expected no less once Andrew had been taken.

Ward smiled pleasantly and crossed his arms, leaning against a high tech console and flanked by armed former HYDRA agents. "Hello, May. It's so nice to talk to you again. The last time we were in the same place at the same time, we were two ships passing in the night. I'd like to make up for that now. You see, out of respect and affection for the old gang, I was going to leave you guys out of my current endeavors. But you had to go and keep dipping your oars in where they didn't belong. May, you helped to steal Rigby right out from under me. That pissed me off a little, but I'm gonna be honest." Ward's brown eyes glittered with his strange mixture of rage and false friendliness. "I really took Andrew just to pay you back for taking Kara. If it weren't for you crashing our little party with Bobbie, Kara would still be alive. So now I have the person _you_ care about most - except for Coulson, of course." Ward winked at the camera. May rolled her eyes and avoided Coulson's.

"Still, as much as I'd absolutely love to tear the good doctor limb from limb to make up for what you did to Kara," Ward continued amiably, "I'm willing to cut you a deal. Revenge is all well and good, but what has it done for me lately? I'm all about compiling _power_ these days. And I want those HYDRA operatives Coulson's been snatching left and right. So: you bring me the last five operatives you've taken, and I'll give you Andrew. He might be a little bruised and bloody, mind you - I'm no saint - but he'll be alive. It's your call." The screen clicked to black and the team looked around at each other at a momentary loss for words.

"Well, we obviously can't hand over those HYDRA operatives to Ward," Mack broke the silence, his demeanor indicating he expected an argument from some of the others on this topic. The old guard team were well known for their tendency to prioritize saving a loved one over other factors.

"No, we can't," Coulson agreed, causing everyone to do a double-take.

"What are you talking about?" May demanded.

"Sir, don't you think we should at least consider-" Skye began.

"May, my office, now," Coulson interrupted. He turned back to the team. "I need to square this with May first, but I do have a plan and it's solid. Skye, get to work tracing that message to Ward's location."

"You know I don't want to give up those operatives, but this is _Andrew_ we're talking about," May said as Coulson closed the door of his office behind them.

"That's right. And we look after our own," Coulson agreed. "But there's no reason why giving into Ward's demands provides us with any guarantee of Andrew's safety. Seriously, do you think he'll hesitate to cross Andrew off just to spite you the moment he has what he wants?"

"You're right," May admitted. "He's probably planning on it."

"So we go in stealth," Coulson submitted. "We find him and we sneak in, get Andrew out, and with any luck, cross off Ward before he can do any more damage."

"Alright," May agreed, "I'm in. I'll go talk to Skye and see if she's tracked Ward's location yet, and then I can make the flight plan."

"May," Coulson said as she was making to leave the room, placing one hand on her shoulder. "This isn't your fault."

"This is at least _half_ my fault," May argued, turning to face Coulson with her eyes shining, unshed tears threatening to break free. "Whatever the hell this mess is between you and me, we should've left Andrew out of it. He doesn't belong in this world."

"That doesn't mean you and he can never be together," Coulson said softly, comfortingly. "Look, I'm sorry that I stirred the pot last night. I was out of line."

"You were right about me," May admitted, "I _did_ want you to know about me and Andrew. For the reasons you said." Coulson looked taken aback. "But none of that matters now," she added hurriedly. "All that matters is getting Andrew back."

"May," Coulson called as she opened the door. She glanced back over her shoulder. "We _will_ get him back."

So many emotions flitted across May's dark eyes as she nodded. "We'd better."


	4. Chapter 4

**Chapter Four**

Ward's compound was located below a bustling diner, the ring of the order-up bell and the smiles of plucky waitstaff forming a strange contrast to the nefarious machinations taking place a floor below.

Coulson and May took some time to check out the location, sliding into a booth and sussing out the clientele. Most of the patrons and staff appeared to be clueless about Ward's hidden base, but a few men and women standing by the door in black attire, wearing sunglasses inside, practically announced themselves as Ward's soldiers.

"Subtle," May murmured derisively, her face half-hidden by a menu.

"Ward doesn't do subtle," Coulson replied. "Skye said that the way down into his hideout appears to be in the kitchen, so we've got to get back there without these chuckleheads noticing."

"Good thing we brought these," May smiled determinedly, tossing Coulson an apron. They pulled the aprons on over their casual clothing and slipped into the kitchen, where they started canvassing the floor for likely entryways to secret passages.

Just then, a series of the black-clad thugs came into the kitchen, the beaded curtain jangling loudly as they stampeded in, demanding of the chef, "has someone been back here?"

The chef, who hadn't even noticed May or Coulson, shrugged as they half-concealed themselves against a nearby wall.

"We need to convince them we're not who we are," Coulson whispered urgently, seeming to rack his brain for an idea.

May rolled her eyes at his indecision and pulled Coulson gently by the back of his neck, pressing her lips to his as Ward's followers rounded the corner and saw them.

Coulson pulled back slightly in surprise, examining May's face as if analyzing her more closely than ever before. May's mouth turned up in a tiny smile, and he leaned in to kiss her again, more passionately. He wrapped his arms around her waist and she responded by deepening the kiss as he pressed her against the wall. May's heart pounded at the excitement of finally doing something she'd wanted for so long, and having it feel even better than it had in her half-repressed fantasies.

"You two!" shouted one of the neo-HYDRA acolytes, causing Coulson and May to jolt back to reality. "Get back to work. Now." The thugs exited, satisfied that the only issue in the kitchen was a hook-up among the staff.

"Nicely done," Coulson said in a low, intimate voice in May's ear. She smirked.

"You're not so bad yourself."

May quickly scouted out the trapdoor underneath a movable island covered with pots and pans. She shoved the furniture back as the chef obliviously flipped a burger, loud music blaring from his headphones.

Coulson grinned and nodded at her, pulling out his sidearm as the two headed down the shadowy staircase.

The stairs wound and wound, seeming to go on forever in a dizzyingly spiral pattern. When they finally got to the bottom, May and Coulson both had to stop to regain their bearings, but luckily overcame their disorientation quickly enough to quietly subdue the two armed guards waiting there.

"So," Coulson said casually as they raised their guns and slid sneakily down the hallway, checking each room to see if Andrew or Ward was within, "You _wanted_ to make me jealous."

"You want to talk about that _now_?" May inquired incredulously.

"When else are we going to talk about it, May? This is the first quiet moment we've had alone together in weeks."

"We're here to rescue my husband," May reminded him.

"Ex husband, and stop changing the subject," Coulson corrected her. "Andrew's my friend, and I want to save him as much as you do. But as far as you and I go, this passive aggressive routine of yours is driving me crazy."

"You've got a lot of nerve saying that," May responded, "There's a picture of you next to 'passive aggressive' in the dictionary. Quite a monopoly you've got there, since there's a picture of you next to 'manipulative,' too."

"Maybe so," Coulson agreed reflectively, "but you _did_ just kiss me."

May couldn't help a small smile as they kicked the next door down. Her eyes broke away from Coulson's as they both noticed Andrew, tied to a chair, beat up but otherwise fine. Andrew looked up and shook his head emphatically. "It's a -"

"Trap," May concluded effortlessly, spinning to ram her fist right into Ward's jaw as he approached from behind them. Ward, with an equally habitual ease in his fighting prowess, caught May's fist and looked down at her smugly.

"We've infiltrated your base, Ward," Coulson remarked, training his gun on his former friend and teammate turned traitor. "Time to surrender."

"Yes, all two of you have infiltrated my base. I'm shaking in my boots," Ward said sarcastically. " _And_ you showed up without my five HYDRA assets."

"The rest of the team's outside, but it still only takes one gun to end you, Ward," Coulson retorted as May ran to Andrew, untied him, and helped him to stand.

"I shouldn't have to remind you of that, after what you did to Agent 33."

Ward grimaced. "Shouldn't have said that, Phil," he bit out harshly, shooting Coulson in the arm and grabbing May by the hair. She spun rapidly with a roundhouse kick but then they stood face to face, each pointing their gun at the other.

"You know, I have a real affection for the rest of the old team, May. Except for you. Despite the good times we had way back when, I always found you...annoyingly simplistic."

"Thanks for the show of affection, old buddy," Coulson said from where he half-lay on the floor. "Now are you going to talk us to death?"

"Quite the reverse," Ward replied smoothly, "I'm going to make Agent May here suffer enough that she'll wish she never-"

Ward's face registered shock as he was dealt a sudden and severe blow to the head. He blinked once and hit the floor in a heap. Andrew had smacked Ward with Coulson's icer, which had fallen when Phil was shot.

"Thanks for the rescue," Andrew said with a weary smile as May placed one of his arms around her shoulders helpfully.

"Thanks for the assist," Coulson answered as he slowly started to get back to his feet, cradling his arm.

Just then, Ward shot back up and made a fierce grab for May again. Coulson, who had taken his icer back from Andrew, also stood and shot Ward in the head, rendering him unconscious and ready for transport back to SHIELD holding. "That arm's prosthetic," Coulson said drily to the now expressionless and sleeping Ward, shaking out the arm that had been shot without the slightest indication of pain.

Once Ward was back in an even more secure cell at SHIELD headquarters, May took Andrew home and helped him get cleaned up and onto the couch. She pulled a blanket over his legs and went to the kitchen to make him a cup of tea. When she returned with two steaming mugs, Andrew was regarding her with a contemplative expression.

"What?" May asked with a knowing smile. "You only give me that look when you want to have a serious talk."

"The kind you hate," Andrew agreed, returning her smile. "The kind full of deep questions and getting to the bottom of things. Personal things."

"Hasn't it always been personal with us?" May inquired, sitting beside him.

"I think it's a different kind of personal now," Andrew observed. "We went through so much together, and somehow, we found a way to be close again, despite all those old ghosts threatening to make that impossible. You can be honest about all those words you wish you'd said to me years ago, when we were falling apart. But you can't be honest with yourself about where your heart really lies."

"It's time I _was_ honest," May admitted. "And I'm sorry."

"I always knew there was something between you and Coulson," Andrew reflected. "And I wrote it off even though I knew better. Sure, I knew you were always faithful and he'd never cross that line either. But the way you two _looked_ at each other, the way you still do? I knew."

May sighed into her tea and wished there were an easy way to have this conversation. It pained her to disappoint Andrew, who'd put his own well-adjusted, moved-on life aside to give her another chance. For that, May would always be grateful, and she was in awe of his kindness still.

"I love you, Andrew," May said softly, taking his hand and kissing it fondly. "I'm sorry I dragged you back into my crazy life."

"I went willingly," he grinned, "And I'd do it again if I thought I had a real shot. Besides, a little danger and excitement was good for me." Though he winked at her jokingly, May knew he was hurting from more than the wounds he'd suffered during his kidnapping.

"Melinda," Andrew said, sitting up with careful effort and cradling her face in his hands, "I love you, too. But you and me, now, today? We're friends. And that's the way it _should_ be. Thank you for saving me. Now go, and save yourself."

May knew what Andrew meant, that she should go to Coulson, be with him finally, face her true feelings at last. Tears welled up in her eyes, but instead of forcing them back, she led them slide down her cheeks, and it felt good to let the emotion flow freely. "Okay," she said.


	5. Chapter 5 and Epilogue

**Chapter 5**

May paced back and forth in front of Coulson's door for several minutes, frustrated and astonished by her own nervousness. Since when did _anything_ make Melinda May nervous? Shaking her head and resolving to defeat her overthinking hesitation, she knocked.

He opened the door and stood there in his t-shirt and pajama pants, looking surprised to see her. "Hey," he smiled, clearly intrigued.

"Oh," May said, noting his attire, "It's late. I didn't even think about that. I'm sorry. I should come back..."

He grabbed her arm as she turned to go. "Why don't you come in?" he invited, the pressure of his hand warm on her skin. "We should talk."

She stepped into his quarters and shut the door behind her, trying to think up the perfect words. Then she grinned as they popped into her head.

"Talking's overrated," May announced, striding right for Coulson as he did the same towards her.

They met in the middle of the room and fell straight into a kiss that consumed them both in the passion they'd held back for so long. He had a hand tangled in her hair and another roaming all over her body, sending shivers down her spine. She responded by tugging his t-shirt up and urging him towards the bed.

"Does this seem too fast to you?" Phil murmured in her ear. But a moment later he was trailing kisses from her ear down her neck.

"Do you know how many years we've known each other?" May laughed shortly, pulling him down on top of her. "I'm not even going to dignify that question with an answer."

"That's a solid point," he conceded, his desire all too obvious as they pressed ever closer together on the bed. She flipped them so that she could look down into his eyes, resting her arms against his chest and catching his heated gaze.

"I guess there's no turning back now," she said, her breath coming fast in anticipation of where this was leading. She needed him so badly it hurt.

"Good," Coulson replied softly, emphatically, hooking a thumb under her tank top strap and easing it down her shoulder in a tantalizing caress. It reminded her of that incident a couple of years back when he'd helped her patch up a battle wound, his close proximity and tender touch belying his supposed annoyance with her. In that moment, the nearness of Coulson and the forcefulness with which she had to swallow back her longings to be closer had made her feel flushed and desperate to get away before she betrayed her emotions.

Now there was no more deception between them, no more repression or denial. Laughing at how easy it all was now that the walls had come down, May helped Coulson pull her top over her head. As her hair fell back downward, framing her face and the expression of vulnerability and openness that was so rare for her, she let go of her last vestige of defense against this feeling. The sensations they awakened in each other that night were so intense, the current pulling them together so obvious, that she repeatedly wondered, _what took us so long?_

 **Epilogue**

"What took us so long?" Phil asked her later as they lay entwined in his sheets.

"You know the answer to that," May replied wryly, propping herself up on an elbow. "Life happened."

"You know I had a crush on you way back in our Academy days," he told her. "In that dance class?" He sighed in recollection. "I was pretty sure you were having an affair with the instructor. I never stood a chance."

"An affair with that conceited nitwit?" May chuckled. "Of course not. Not that he didn't try."

"Naturally."

"You should have said something," she chided him, lacing her fingers through his.

"By the time I got up the nerve, you were with Andrew," Coulson recalled. "Then it was too late. And later, there was..."

"Bahrain," May put in, flinching slightly. He pulled her closer and she reveled in the comfort he brought to her, now more than ever. "And Audrey. Then you _died_. And then we were teammates. And then, you were _director_." She punched him lightly in the arm as she concluded this crazy recap of events you had to live through to believe. "The moment never seemed right."

"You mean, you...had feelings, too?" He asked, as if surprised to know hers went back a long way as well.

"Like you never suspected," May accused lightly, running a hand through his hair affectionately. "Didn't you think I was unusually devoted for a co-worker? I think I've been in love with you for far longer than I cared to admit to myself."

"Love?" Coulson questioned, surprised again by her forwardness and total honesty.

"Is that a problem?" She teased him, rolling on top of him and smiling down at his shocked expression. His features relaxed into a grin as he cupped her face in his hand.

"That's not a problem at all," he said. "I love you, too."

"I never thought we'd get to say those words to each other," May reflected.

"Me neither," Coulson confirmed pensively. "I've never been so happy to be wrong about thinking something was impossible."

"Damn straight," she said, lowering her mouth to his.

It might have seemed impossible to reconcile all those years of hidden feelings and the angst of denying them with the chance that their feelings could ever be acknowledged, much less shared and consummated. And it might have even seemed highly unlikely that Coulson and May could work together in SHIELD without their relationship complicating it and causing problems in the field. Yet somehow, as the weeks went by after their first night together, and turned into months and years, the strong and vital bond between them only seemed to increase their passion for the battles they had to fight side by side. Together, they were stronger than ever, and May knew they would never let each other go again.


End file.
